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MSM > SEC Filings for MSM > Form 8-K on 18-Jan-2013All Recent SEC Filings

Show all filings for MSC INDUSTRIAL DIRECT CO INC | Request a Trial to NEW EDGAR Online Pro

Form 8-K for MSC INDUSTRIAL DIRECT CO INC


18-Jan-2013

Submission of Matters to a Vote of Security Holders


Item 5.07 Submission of Matters to a Vote of Security Holders.

(a) and (b)

On January 17, 2013, MSC Industrial Direct Co., Inc. (the "Company") held its 2013 Annual Meeting of Shareholders (the "Annual Meeting"). A brief description of the matters voted upon at the Annual Meeting and the results of the voting on such matters is set forth below. On all matters (including the election of directors) submitted to a vote of the Company's shareholders, the Company's Class A common stock and Class B common stock vote together as a single class, with each holder of Class A common stock entitled to one vote per share of Class A common stock and each holder of Class B common stock entitled to ten votes per share of Class B common stock. Broker non-votes and abstentions are not considered votes cast at the Annual Meeting and are not counted for any purpose in determining whether a matter has been approved.

1. Election of directors to serve for one-year terms:

                           Votes Cast    Votes    Broker     Percentage of
              Nominee          For     Withheld  Non-Votes   Votes Cast For
         Jonathan Byrnes   191,963,476 2,383,463 1,367,096       98.77%
         Roger Fradin      191,698,452 2,648,487 1,367,096       98.64%
         Erik Gershwind    193,324,872 1,022,067 1,367,096       99.47%
         Louise Goeser     191,936,962 2,409,977 1,367,096       98.76%
         Mitchell Jacobson 191,844,370 2,502,569 1,367,096       98.71%
         Denis Kelly       192,693,636 1,653,303 1,367,096       99.15%
         Philip Peller     192,692,629 1,654,310 1,367,096       99.15%
         David Sandler     192,033,761 2,313,178 1,367,096       98.81%

Each of the nominees was re-elected by the Company's shareholders to serve on the board of directors for a one-year term expiring at the Company's 2014 Annual Meeting of Shareholders, and until their respective successors have been elected, or until their earlier resignation or removal.

-2-

2. Ratification of the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for fiscal year 2013:

                                                    Percentage of
Votes Cast For  Votes Cast Against  Abstentions    Votes Cast For
  195,220,655         491,592          1,788           99.75%

Proposal No. 2 was approved by the Company's shareholders.

3. Approval, on an advisory basis, of the compensation of the Company's named executive officers:

Percentage of Votes Cast For Votes Cast Against Abstentions Broker Non-Votes Votes Cast For 193,404,804 839,234 102,901 1,367,096 99.57%

Proposal No. 3, an advisory vote, was approved by the Company's shareholders.

-3-

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